(Last updated: April 2025)
These Terms of Service (the “Terms”) are made between the entity incorporated under the laws of Canada under the name Perpolis Ltd, the Virtual Currency Payment Service Provider with its corporate registration number 14795636, (hereinafter: (“Perpolis”, “we”, “our”, or “us”) and you (hereinafter: “Merchant”, “you” or “your”).
These Terms apply to your use of the invoicing solution services provided through Perpolis’ website, the Website, API or through any other means to you (the “Services”), Perpolis's services, encompassing all associated products, services, technologies, and functionalities.
Your use of these Services constitutes your agreement to be bound by these Terms, confirming that you have read, understood and accepted all provisions.
Glossary of Terms
Account – The Merchant’s digital profile within the Perpolis platform, designed to facilitate access to Perpolis’ services.
Bank Transfer Fee – The fee applied when transferring Fiat currency to a Merchant’s or Beneficiary’s bank account. More details are available on the Website.
Business Days – Means any day other than a Saturday, Sunday, or statutory holiday observed in British Columbia, Canada, on which banks are generally open for business.
Currency – Means the Fiat Currency or Virtual Currency in which you wish to receive the final payment, after the Virtual Currency(ies) are converted as part of the Services.
End Customers – Refers to the final recipient or business entity that accepts payments for goods or services in a transaction.
Fiat Currencies – Government-issued currency that Perpolis accepts as legal tender.
Intellectual Property Rights – Includes without limitation trademarks, patents, copyrights, service marks, registered designs, business names, trade secrets, database rights, and any other forms of intellectual or industrial property protection applicable worldwide.
Limit – The highest allowable transaction amount set by Perpolis for a Merchant.
Merchant, you, or your – A person, either an Individual or a business entity, who has agreed to these Terms of Service and successfully completed Perpolis’ verification processes (KYC/KYB).
Network Fee – A charge the Merchant pays to Perpolis to facilitate Virtual Currency transfers to an External Wallet, covering network transaction costs.
Order – A request submitted by the Merchant on the Website to initiate a transaction.
Perpolis Fee – The charge imposed for converting between Virtual Currencies and Fiat Currencies.
Processing Fee – A charge applied when Perpolis manually processes a transaction due to the Merchant’s request or circumstances.
Refund Fee – A charge incurred when a Merchant requests a refund. Details on Refund Fees are available in these Terms
Representative – In the case of a corporate entity, the authorised individual with permission to onboard the business to Perpolis, and to use Perpolis’ services on behalf of that business entity.
Sanctions – Restrictions imposed on entities, governments, or individuals by Canada, the UN, the EU, or other regulatory bodies that Perpolis must adhere to. Perpolis reserves the right to amend its list of relevant sanctioning bodies without prior notice.
Services – Means the Virtual Currency invoicing solution provided by Perpolis in accordance with these Terms. Perpolis does not offer Virtual Currency custody nor is Perpolis a Virtual Currency trading marketplace as part of its Services.
Settlement – Means the process by which the Currency received in connection with an invoice is converted into the Settlement Currency and the resulting amount, after any applicable fees or deductions, is remitted to the Client’s nominated bank account, wallet, or other destination as agreed in writing between the parties.
Settlement Currency – Means the Fiat Currency or Virtual Currency in which you wish to receive the final payment, after the Virtual Currency(ies) are converted as part of the Services.
Third Party Software – Means Flux, the invoicing solution software for which Perpolis has a license to use and/ or otherwise provide access to Third Party Software to its clients as part of Perpolis' business offerings.
Order – means a request submitted by the Merchant to Perpolis for an individual transaction for Services in accordance with this Agreement.
Virtual Currency(ies) – A digital asset used for trading, payments, or investment purposes, distinct from Fiat currencies, securities, and other financial assets. The list of Virtual Currencies accepted by Perpolis is available on the Website.
Website – shall mean , and any other related website related to the Services on offer to you.
Wallet – A third-party digital wallet designated for storing Virtual currency on behalf of the Merchant.
Perpolis is a Virtual Currency Payment Services Provider that enables you to accept Virtual Currencies as a payment method in exchange for goods or services.
By creating an Account on the Website, you agree to be legally bound by these Terms. If you disagree with any part of these Terms, do not proceed with creating an Account.
By creating an Account and using the Services, you authorise Perpolis to act as your agent and to take any and all actions that Perpolis deems as necessary or desirable to provide the Services in accordance with these Terms and the applicable laws and regulation.
We may update these Terms or the Privacy Policy at any time. Any changes to these Terms or Privacy Policy will be updated on Perpolis’ website, on or may notify you by email or other means. The updated terms will take effect as soon as they are published. If you continue using our Services after that, you agree to the changes. If you don't agree to the changes, you must stop using our Services or deactivate your Account.
These Terms, along with the laws of the province of British Columbia, Canada, any other agreements between you and Perpolis and the Privacy Policy, govern your use of the Service.
Perpolis has been granted a non-exclusive, non-transferable and limited license to use the Third-Party Software for the purposes outlined in these Terms.
Perpolis is subject to Canadian laws and regulations. This includes the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and the Retail Payment Activities Act (Canada).
Perpolis is a registered money services business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). As required by applicable laws and regulations, Perpolis maintains a comprehensive AML/ATF/Sanctions compliance program.
Perpolis submitted its application for registration as a Payment Service Provider with the Bank of Canada under the Retail Payment Activities Act (Canada) during the period commencing 1 November 2024 and ending 7 September 2025 (the “Transition Period”).
During and following the Transition Period, Perpolis is authorised to perform retail payment activities in accordance with the applicable provisions of the Act, while its application remains under review by the Bank of Canada.
To create an Account go to the Website and:
Perpolis may engage third-party service providers to facilitate identity verification, onboarding procedures, and related compliance requirements (“Compliance Services”). By using the Services, you consent to Perpolis disclosing and sharing any necessary personal and corporate information, including identification documents and registration details, with such third-party providers strictly for the purpose of performing these Compliance Services. Perpolis shall ensure that any third-party provider engaged complies with applicable data protection and confidentiality obligations.
The verification process may be conducted through communication channels designated by Perpolis or via digital identification methods through the applicable third-party service providers, at Perpolis’ sole discretion.
You expressly agree that we may collect, disclose, store and otherwise use your submitted personally identifiable information in accordance with our Privacy Policy which are incorporated into these Terms by reference.
Once your Account is created, you will select a password to secure your Account. You are solely responsible for maintaining the confidentiality of your account login information, including but not limited to your username, password, and any other security credentials.
You must not disclose your login information to any third party and shall take all reasonable measures to prevent unauthorized access to your account.
Sharing your Account with any third party is strictly prohibited. You acknowledge and agree that we shall not be liable for any loss or damage arising from any unauthorized use of your Account or any failure by you to maintain the confidentiality of your login information.
You can access detailed information about your Account activity, including your ledger, transaction history, and settlement history, through your Account dashboard on the Website. This information is regularly updated to provide you with a comprehensive overview of your Account status.
If you identify any errors or discrepancies in your Account information, you must notify Perpolis within 30 calendar days of the relevant ledger entry posting. This allows us to promptly investigate and rectify any inaccuracies.
If you fail to notify us of any errors within the specified 30-day timeframe, you are deemed to have irrevocably accepted the accuracy of your Account information, including your ledger, transaction history, and settlement history.
We adhere to both British Columbia, Canada and any other applicable regulations and international regulations aimed at preventing money laundering, terrorist financing, and tax evasion, as well as complying with sanction requirements. As a result, we are required to maintain comprehensive knowledge about our Merchants, their associated parties, their activities (including business operations), and the origins of their assets.
As part of the KYC process to create an Account, you will be required to provide all identity and corporate documentation as applicable, as requested during the registration process. You agree to keep this information current, and accurate, and provide update within 10 days of any material changes to the information you provided.
We reserve the right to periodically verify the identity of you or the Representative and request additional documentation and data from you from time to time (including information about citizenship, ownership structure, beneficial owners, founders, and/or board members).
Documents must be valid, and the data indicated on them must completely coincide with the data that You have provided to Us. We shall assume that the document presented by You is authentic, valid, and correct.
We may require that documents issued abroad be legalized or certified with an apostille unless prescribed otherwise in a treaty between the countries.
If documents are in a foreign language, We may require that the documents be translated into English or another language understandable to Us. The translation must be certified by a sworn translator. You shall bear the costs concerning the formalization, translation, certification of the documents, and other related costs.
If the submitted document does not meet Our requirements or We have doubts concerning its correctness, We shall have the right to suspend the Service(s) and require the submission of additional documents.
We reserve the right to periodically request information and supporting documentation relating to your activities, including but not limited to details concerning connected persons, the purpose of transactions, and the lawful origin of your assets or any assets used in connection with the Services. Such requests may relate to specific transactions or may be broader in scope, encompassing your overall business activities.
We reserve the right to request transaction-related documents from You (such as sales, lease, or supply agreements) and obtain details or documentation concerning the counterparty, the ultimate beneficiary, or any other party involved in the transaction.
We reserve the right to monitor how you utilise Perpolis’ Services.
We reserve the right to deny access to Services (including refusing to process transactions) or impose temporary or permanent restrictions (such as partial or complete suspension of an Account, freezing of funds, imposing transaction limits, or modifying standard Limits). These actions may be taken particularly if the Merchant or an associated individual:
If Perpolis is unable to verify the Merchant within a reasonable timeframe, Perpolis reserves the right to decline your Account registration request or to disable your access to the Services.
Any End Customers may need to undergo a verification process at the time of payment, depending on the transaction amount, to ensure compliance with our AML/ATF obligations.
You hereby represent and warrant to us as follows:
There may be daily, monthly, and yearly transaction limits for each Account established on the Website. Perpolis will implement and enforce these limits. Exceeding these limits, or requesting to exceed these limits may necessitate the provision of additional documentation and verification.
Increases to transaction limits will only be approved once all necessary documentation has been reviewed and the accuracy and authenticity of the provided information have been confirmed.
As a condition of utilizing the Services, Merchants agree not to engage in any of the following activities. This list is non-exhaustive and may be updated at our sole discretion. If you are unsure whether a particular activity is prohibited, please contact us through your Account on the Website:
Merchants are prohibited from utilising the Services for the following categories of businesses, which are restricted due to legal, regulatory, or risk management considerations. If you are uncertain about whether your business falls under these restrictions, please contact us through your Account on the Website:
Certain business activities require explicit authorization from Perpolis and may be subject to enhanced KYC/KYC, ongoing KYC/KYC requests, additional conditions, compliance reviews, make additional representations and warranties and operational restrictions. Users engaged in the following activities must seek prior approval and will only be allowed to transact as expressly authorised by Perpolis:
Failure to comply with these Terms may result in the suspension of the Account, termination, or other remedial actions at Perpolis’ sole discretion.
The Services may include links to third-party websites, mobile applications, or other external resources. We do not control or oversee these third-party platforms, and you acknowledge that we bear no responsibility for their availability, content, advertisements, products, services, or any associated materials. Our inclusion of such links does not constitute an endorsement, nor do we assume any liability for interactions or transactions you may have with these external sites or applications.
You can terminate these Terms and close your Account at any time, for any reason.
Perpolis may close your Account for any reason with one month’s notice.
Notwithstanding the aforementioned, Perpolis may terminate these Terms and deactivate your Account immediately, without prior notice, upon the occurrence of any of the following events (collectively, “Termination Events”):
Upon termination of these Terms for any reason:
Initiating Payment Requests: To receive payment in Virtual Currencies, you must first generate an Order through the Website. This can be accomplished by accessing the "Orders" tab within your Account dashboard and selecting the "New Order" option.
Settlement Currency Selection: You will be prompted to specify the desired settlement amount and your preferred Settlement Currency (for example, but not limited to: GBP, EUR, USD, CAD).The Virtual Currency shall be converted into your chosen Settlement Currency by a third party over-the-counter service provider duly authorised and approved by Perpolis to provide such service.
Order Details: To ensure accurate and efficient processing of your Order, the following information is mandatory:
The number of block confirmations required for an Order to be considered "fully confirmed" varies depending on several factors:
Perpolis utilizes various risk mitigation techniques through its third-party service providers to detect and prevent fraudulent payments:
While you have the option to inform the End Customer that their payment has been accepted before Perpolis officially deems the Order "fully confirmed," you do so at your own risk. Perpolis is not liable for settling Orders that are not fully paid and complete, including those where you have prematurely acknowledged receipt of payment.
If you accept a payment before it is fully confirmed and credited to your Account ledger, and Perpolis subsequently determines the payment to be fraudulent, invalid, or otherwise compromised, we are not obligated to settle the funds to you.
Your Account dashboard provides a comprehensive overview of your Orders and their current status. You can track the progress of each Order using the following transaction statuses (this list is not exhaustive):
A payment exception occurs when an Order is either underpaid or overpaid by the End Customer.
In the event of a payment exception, Perpolis will automatically notify the End Customer via email and/or SMS messaging. These notifications will include instructions on how to claim the underpayment or overpayment, as outlined in the following sections.
Perpolis reserves the right to delay settlement of funds or restrict access to your account under the following circumstances; (a) If Perpolis needs to conduct an internal investigation related to your account, or if there is a pending dispute involving your account, we may temporarily delay settlement or restrict access to funds to protect the integrity of the investigation or dispute resolution process. (b) Perpolis may be required by law, court order, or at the request of law enforcement agencies to delay settlement or restrict access to funds. This may include situations involving anti-money laundering (AML) or know your customer (KYC) compliance, fraud prevention, or other legal obligations.
In the event of a settlement delay or restriction, Perpolis will make reasonable efforts to promptly inform you of the situation, unless prohibited by law, court order, or law enforcement.
Perpolis will not be held liable for any damages or losses incurred by you as a result of a settlement delay or restriction, provided that such delay or restriction is implemented in accordance with the terms outlined in this section.
Perpolis is committed to minimizing any disruptions to your access to funds and will strive to implement partial delays or restrictions whenever possible, rather than imposing complete restrictions.
Once the underlying reasons for the settlement delay or restriction have been resolved, Perpolis will promptly release the full amount of your funds without undue delay.
To provide and improve our Services, we collect, use, store, and process your personal information in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Our Privacy Policy, available on our Website, details how we collect, use, and disclose your information. You must review and understand the Privacy Policy before accepting these Terms of Service. By accepting these Terms of Service, you confirm that you have read, understood, and agree to be bound by the Privacy Policy.
We may disclose your information to third parties in the following circumstances:
End Customer Complaints: If we receive a complaint from an End Customer and it relates to you or the purchased goods/services, we will send it to you for resolution.
We reserve the right to terminate Merchant Accounts that receive, in our reasonable opinion, excessive complaints.
Merchant Complaints: Merchants that wish to register complaints regarding our Services should contact us via:
Website: www.perpolis.ca
Phone: +1-833-944-0590
E-mail: clientservices@Perpolis.ca
All copyrights, trademarks, patents, trade secrets and other Intellectual Property Rights relating to our Services and system, including the systems, platforms, software, and documentation provided by us to you are the property of Perpolis and you shall have no right or interest in them except for the right to access and use them to use our Services under these Terms of Service.
You shall be prohibited from reproducing, using, distributing, or modifying any Perpolis’ trademarks, text, images, videos, documents, or other content of Perpolis’.
The Services may be temporarily suspended, interrupted, or access restricted for various reasons, including scheduled maintenance and unscheduled interruptions. Scheduled maintenance includes activities like routine system upkeep, software upgrades, or the implementation of necessary security measures. Unscheduled interruptions may occur due to unforeseen circumstances, such as technical issues or security breaches, that require immediate service interruption.
Perpolis will provide Merchants with clear and timely notifications regarding service interruptions. For scheduled maintenance, users will receive written notice at least five (5) Business Days prior, detailing the reason for the interruption, its estimated duration, and the anticipated restoration time. In the case of unscheduled interruptions, Perpolis will notify Merchants as soon as reasonably practicable and will diligently work to restore the service as quickly as possible.
Users are solely responsible for ensuring that all data and information transmitted through the Perpolis Services comply with all applicable laws, regulations, and legal requirements governing communications networks and data transmission. This includes, but is not limited to, data protection laws, intellectual property laws, and anti-spam regulations. Merchants are expected to understand and adhere to these legal obligations when utilizing the Services.
Perpolis will clear payments from your End Customers to you according to your Settlement preferences that you established in your Account. Perpolis shall endeavor to settle all transactions within two (2) Business Days of receipt of payment, subject to delays beyond Perpolis' reasonable control, including but not limited to delays caused by third parties.
An Account ledger will be created for each Virtual Currency or Fiat Currency selected for Settlement pursuant to your Settlement preferences. If you change your Settlement preferences, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to your pre-change Settlement preferences.
You must provide us with written notice at least one business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions, or if Settlements are processed to closed bank accounts. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions.
We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.
Direct deposit to a designated bank account in Fiat Currency is available to Merchants located in Canada. If you wish to receive direct deposits, you must provide valid bank account information and keep such information current. Each business day, we will send a direct deposit to your bank account to clear out your accumulated Account ledger balance, provided that the Settlement minimums are met. Settlement funds will be deposited in your bank account within two (2) Business Days following the Order. We reserve the right to charge you applicable wire fees.
Settlements will be initiated from a bank account held in the name of Perpolis or another financial institution or payments intermediary providing an account to or for the benefit of Perpolis.
While there are material risks from accepting various forms of payments and Currencies (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative Virtual Currency payments), Perpolis discloses, and you are required to ensure you understand the following:
Perpolis settles the accumulated balance on your Account ledger if it is above the minimum amount defined for the Settlement Currency selected on the Dashboard. Please refer to our Website for information related to minimum Settlement amounts and deposit frequency.
Perpolis’ Network Fees are fees incurred by Perpolis in aggregating received payments and carrying out Settlements of such payments to Merchants. Network Fees are based upon the Platform Fees that Perpolis incurs in providing its Services. Therefore, if Platform Fees rise, Network Fees will also rise proportionately.
Perpolis charges you a Processing Fee for each Order successfully Settled through your Account. This Processing Fee is deducted from your Account ledger balances (net Settlements). Perpolis’ Processing Fee is listed for each Order in your Dashboard.
We reserve the right to change our Processing Fee at any time, provided that not less than 30 days’ advance notice of such a change is provided to you. Your continued use of the Services following the period of advance notice of the fee change constitutes your acceptance of such change.
Current pricing information is provided on the Perpolis Website.
If you issue a full or partial refund on a successful payment, the Platform Fee used to send this refund will be deducted from and appear as a separate entry in your Account ledger after the refund is executed.
Virtual Currency transactions incur fees associated with each transaction (a “Platform Fee”). These Platform Fees are automatically created by Virtual Currency Wallets in order to broadcast a transaction on a given blockchain network. The End Customer pays a Platform Fee in order to send Virtual Currencies from their Wallet to pay an Order.
These Platform Fees are paid to Virtual Currency miners (and their operators) that process transactions and maintain the respective network. Platform Fees are variable depending on network conditions and the desired confirmation speed for the transaction. If a Virtual Currency network gets congested, the minimum required Platform Fee will be higher to ensure the transaction can be reliably processed on the network. Using a lower-than-average miner fee can put a transaction at risk of slow confirmation or no confirmation at all therefore it is always recommended to choose the higher Platform Fee to ensure the likelihood of your transaction being successful.
If the estimated amount of the Network Fee cost is more than U.S.$0.01, Perpolis shall list the Network Fee on the Order and charges it as a separate fee to the End Customer.
If an End Customer’s transaction ends up as a Payment Exception, Perpolis deducts the corresponding Platform Fee used to return the payment to the End Customer from the total refund amount.
As a Merchant, you have the flexibility to determine your own refund policy for goods and services sold to End Customers. This includes the ability to offer full or partial refunds, or to implement a "no refunds" policy where applicable.
You can choose to issue refunds based on either the original Currency of the goods or services or the value of the Virtual Currency used for payment. This allows you to align your refund policy with your business practices and customer expectations.
Refunds will be processed in the same Virtual Currency used by the End Customer to make the initial payment. This ensures consistency and avoids unnecessary Currency conversions.
If your Account balance is insufficient to cover pending refund requests, Perpolis may require you to deposit additional funds to a designated bank account to facilitate the refund process.
Any Currency conversions required during the refund process will be calculated using a spot rate determined by Perpolis. This ensures fair and transparent exchange rates for both you and the End Customer.
You are solely responsible for establishing and disclosing a clear and comprehensive refund policy to your End Customers. This policy should outline the conditions under which refunds are offered, any applicable fees or restrictions, and the process for requesting a refund.
Perpolis is not responsible for the content or compliance of your refund policy. We recommend that you consult with legal counsel to ensure your policy adheres to all applicable laws and regulations.
For certain industries or types of transactions, a refund policy may not be applicable or may be subject to specific legal requirements. It is your responsibility to understand and comply with any such requirements.
You agree to indemnify Perpolis, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES AND THE THIRD PARTY SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.
You may not transfer or assign these Terms or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.
Should any provision of the Terms be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.
A party’s failure to assert any right or provision in the Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.
The Terms, including other of Perpolis’ terms referenced herein, represents the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms.
Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Perpolis may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to Perpolis may be sent to Perpolis Ltd., 300 – 420 W Hastings St, Vancouver, BC, Canada, V4B 2H4.
The Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable to that Province. Any disputes, controversy or claims (including non-contractual disputes or claims) arising out of, or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of British Columbia, Canada.
Neither party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemics, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms. Confidential Information shall include without limitation, information accessed via the Perpolis API, if any, technical specifications and processes of each party, and all Merchant data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information. Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.
The provisions of the following sections shall survive termination of these Terms:
Nothing in these Terms is intended to, or shall be deemed to, establish any joint venture between the Parties, and other than the limited agency established in Section 1, nothing is intended to establish either Party as an agent of the other.
